HSR Clearance. In furtherance of obtaining clearance for an HSR Filing filed pursuant to this [Section 4.4, MTEM and BMS]S]S] will use their respective Commercially Reasonable Efforts (subject to this [Section 4.4.3]) to resolve as promptly as practicable any objections that may be asserted with respect to this Agreement or the transactions contemplated

HSR Filing. Each Party shall, no later than November 30, 2006 (or such later time as the Parties mutually agree in writing), file with the Federal Trade Commission any filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the transactions contemplated hereby. The Parties shall cooperate with each other to the extent necessary in the preparation of any such filing. Each party shall request early termination of such filing by the Federal Trade Commission. Neither Party shall be required in connection with any filing under the HSR Act to commit or agree to any action, to obtain any consents, approvals, permits or authorizations to remove any impediments or to resort to or respond to litigation or to agree to hold separate or divest any business or assets.

HSR Notice. If BMS determines in good faith upon advice of counsel that an HSR Filing is required to be made under the HSR Act as a result of BMS’ exercise of an Option (either the Lead Option or a Back-Up Option) and notifies MTEM of such determination in connection with BMS’ delivery of written notice of its election to exercise the Option pursuant to [Section 4.2], then # the Parties will file an HSR Filing in accordance with [Section 4.4.2], and # BMS’ election to exercise the applicable Option will not be effective (and BMS will not be obligated to pay the Option Exercise Fee(s) for the designated Licensed Development Candidate(s)) until the HSR Clearance Date, if any.

HSR Filing. If GSK reasonably determines that the transactions to occur upon consummation of Option Exercise require an HSR Filing, then upon notice of Option Exercise # GSK shall provide notice of such HSR Filing obligation to IDEAYA (to the extent it has not already done so), # Section 2.2 shall apply with respect to the effectiveness of such Option Exercise (replacing Execution Date in the first sentence thereof with the notice date of Option Exercise) and # all rights and obligations of the Parties related to such Option or Option Exercise (including payment of the Option Fee and the grant of any license to GSK, but not with respect to making any HSR Filing) shall be tolled until the HSR Clearance Date. The last sentence of Section 2.2 (i.e., a Party’s termination right) shall not apply to any delay in achieving the HSR Clearance Date with respect to an HSR Filing following notice of Option Exercise under this [Section 7.5.1]. If the HSR Clearance Date with respect to such Option Exercise has not occurred on or before the date that is one hundred eighty (180) days after the date as of which both Parties have made their respective HSR Filings and the initial waiting period under the HSR Act has commenced with respect to such Option, then either Party may terminate the [[Unknown Identifier]] Program upon notice to the other Party (and such termination, regardless of whether by IDEAYA or GSK, shall be treated as an automatic termination of this Agreement with respect to the [[Unknown Identifier]] Target in accordance with [Section 6.2.8]).

“HSR Filings” has the meaning set forth in Section 2.2 (HSR Filing).

HSR Filing. Both Parties (or their Affiliates) shall file the appropriate notices (the “HSR Filings”) under the Hart Scott Rodino Antitrust Improvements Act (“HSR Act”) within ten (10) Business Days after the Execution Date. The Parties shall promptly make required filings to obtain clearance under the HSR Act for the consummation of this Agreement and the transactions contemplated hereby and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States’ Federal Trade Commission (“FTC”) or the Antitrust Division of the United States Department of Justice (“DOJ”) and shall comply promptly with any reasonable FTC or DOJ inquiry or request of this nature; provided that ​. Each Party shall be responsible for paying the filing fees it incurs in connection with the HSR Filings. As used herein, the “HSR Clearance Date” means the earlier of # the date on which the FTC or DOJ shall notify the Parties of early termination of the waiting period under the HSR Act or # the date on which the applicable waiting period under the HSR Act expires; provided that, if the FTC or DOJ commences any investigation by means of a second request or otherwise, HSR Clearance Date means the date on which any investigation opened by the FTC or DOJ has been terminated, without action to prevent the Parties from implementing the transactions contemplated by this Agreement with respect to the United States. Notwithstanding any other provisions of this Agreement to the contrary, either Party may terminate its obligation under this Section 2.2 (HSR Filing), and this Agreement shall be void and of no further effect upon notice to the other Party, if the HSR Clearance Date has not occurred on or before the date that is ​ after the date on which both Parties have made their respective HSR Filings and the initial waiting period under the HSR Act has commenced.

In furtherance of obtaining clearance for an HSR filing filed pursuant to this [Section 4.7, CRISPR] and Vertex will use their respective Commercially Reasonable Efforts to resolve as promptly as practicable any objections that may be asserted with respect to this Agreement or the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory law. In connection with obtaining such HSR clearance from the FTC, the DOJ or any other Governmental Authority, Vertex and its Affiliates will not be required to # sell, divest (including through a license or a reversion of licensed or assigned rights), hold separate, transfer or dispose of any assets, operations, rights, product lines, businesses or interest therein of Vertex or any of its Affiliates (or consent to any of the foregoing actions); or # litigate or otherwise formally oppose any determination (whether judicial or administrative in nature) by a Governmental Authority seeking to impose any of the restrictions referenced in [clause (i) above].

“HSR Act” has the meaning set forth in Section 2.2 (HSR Filing).

HSR Filing. Both Parties (or their Affiliates) shall use reasonable efforts to file the appropriate notices (the “HSR Filings”) under the Hart Scott Rodino Antitrust Improvements Act (“HSR Act”) within ten (10) Business Days after the Execution Date. The Parties shall promptly make required filings to obtain clearance under the HSR Act for the consummation of this Agreement and the transactions contemplated hereby and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States’ Federal Trade Commission (“FTC”) or the Antitrust Division of the United States Department of Justice (“DOJ”) and shall comply promptly with any reasonable FTC or DOJ inquiry or request of this nature; provided that neither Party shall be required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy, and each Party and its Affiliates shall have no obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying the filing fees it incurs in connection with the HSR Filings. As used herein, the “HSR Clearance Date” means the earlier of # the date on which the FTC or DOJ shall notify the Parties of early termination of the waiting period under the HSR Act or # the date on which the applicable waiting period under the HSR Act expires; provided that, if the FTC or DOJ commences any investigation by means of a second request or otherwise, HSR Clearance Date means the date on which any investigation opened by the FTC or DOJ has been terminated, without action to prevent the Parties from implementing the transactions contemplated by this Agreement with respect to the United States. Notwithstanding any other provisions of this Agreement to the contrary, either Party may terminate its obligation under this Section 2.2, and this Agreement shall be void and of no further effect upon notice to the other Party, if the HSR Clearance Date has not occurred on or before the date that is one hundred twenty (120) days after the date on which both Parties have made their respective HSR Filings and the initial waiting period under the HSR Act has commenced.

HSR Filing. If BMS notifies MTEM pursuant to [Section 4.4.1] that an HSR Filing is required for BMS to exercise an Option, then each of BMS and MTEM will, within ​ of such notice from BMS (or such later time as may be agreed to in writing by the Parties), file with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR Filing required with respect to the transactions contemplated hereby. Each of the Parties agrees to cooperate in the antitrust clearance process, including by furnishing to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and other antitrust requirements, and to furnish promptly with the FTC, DOJ, and any other antitrust authority, any information requested by them in connection with such filings. Each Party shall furnish copies (subject to reasonable redactions for privilege or confidentiality concerns) of, and shall otherwise keep the other Party apprised of the status of any material communications with, and any inquiries or requests for additional information from, the FTC, DOJ and any other antitrust authority, and shall comply promptly with any such inquiry or request. Each Party shall give the other Party the opportunity to review in advance, and shall consider in good faith the other Party’s reasonable comments in connection with, any proposed filing or communication with the FTC, DOJ or any other antitrust authority. Each Party shall consult with the other Party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC, the DOJ or any other antitrust authority with respect to any filings, investigation or inquiry and, to the extent permitted by such antitrust authority, give the other Party to the opportunity to attend and participate therein. Each Party will be responsible for its own costs and expenses (other than filing fees, which BMS will pay) associated with any HSR Filing.